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Clover Health (CLOV) Star Rating lifted to 4.5 on PPO covering 97% of members

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Clover Health Investments, Corp. reports a favorable court outcome that changes a key Medicare Star Rating. A federal court set aside the prior 3.5 Star Rating for Clover Insurance Company’s Contract H5141 and ordered the Centers for Medicare & Medicaid Services to recalculate it.

CMS has now revised the 2026 Star Rating for Contract H5141 to 4.5 Stars and asked Clover to submit alternate bids at that level for Payment Year 2027. This PPO contract covers over 97% of Clover’s members, so the change affects most of its Medicare Advantage business. Clover’s HMO plan, Contract H8010, keeps its previously reported 4.0 Star Rating for 2026.

Positive

  • Major Star Rating upgrade on core PPO contract: Clover’s 2026 Star Rating for Contract H5141 was raised from 3.5 to 4.5 Stars following a court-ordered CMS recalculation, affecting a PPO plan that covers over 97% of its members and influencing Payment Year 2027 bids.

Negative

  • None.

Insights

Court-ordered Star Rating upgrade to 4.5 Stars on PPO contract is a clearly positive development for Clover’s core Medicare business.

The filing explains that Clover’s 2026 Star Rating for PPO Contract H5141 was raised from 3.5 to 4.5 Stars after a court required CMS to recalculate it. Star Ratings influence Medicare Advantage payments and bid structures for Payment Year 2027, so this change affects the economics of Clover’s largest contract.

The PPO contract H5141 covers over 97% of Clover’s members, which makes this upgrade especially significant for the company’s overall Medicare Advantage portfolio. Clover must now submit alternate bids at the 4.5 Star level, aligning its pricing and benefits with the revised rating. The HMO contract H8010 remains at a 4.0 Star Rating for 2026, so the positive impact is concentrated in the PPO line.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Revised 2026 Star Rating (PPO) 4.5 Stars Contract H5141 after court-ordered CMS recalculation
Prior 2026 Star Rating (PPO) 3.5 Stars Contract H5141 rating set aside by the court
2026 Star Rating (HMO) 4.0 Stars Contract H8010, unchanged and not in litigation
Membership coverage of PPO contract over 97% of members Share of Clover’s members in Contract H5141
Court judgment date May 29, 2026 Final judgment in Southern District of Georgia case
CMS notification date June 9, 2026 CMS informed Clover of the 4.5 Star recalculation
Star Rating financial
"At issue in the lawsuit was Clover’s 2026 Star Rating, which impacts Payment Year 2027."
summary judgment regulatory
"the United States District Court ... entered final judgment ... granting summary judgment in part for Clover Insurance Company"
Summary judgment is a court decision made without a full trial when a judge concludes there is no real dispute about the important facts and one side wins as a matter of law. For investors it matters because such a ruling can quickly end litigation that might otherwise drag on, reducing uncertainty about potential liabilities, legal costs and impacts on a company’s stock price — like a referee stopping a game when the outcome is clear.
Centers for Medicare & Medicaid Services regulatory
"and ordered the Centers for Medicare & Medicaid Services (“CMS”) to recalculate Clover’s 2026 Star Rating"
The Centers for Medicare & Medicaid Services (CMS) is the U.S. federal agency that runs major public health insurance programs and sets rules for what treatments and services are paid for and how much providers receive. Think of it as the rulebook and paymaster for a large portion of the health-care system: its coverage decisions, payment rates, and regulations can quickly change revenues, costs, and market access for hospitals, insurers, drugmakers and medical-device companies, so investors track its actions closely.
alternate bids financial
"CMS ... has instructed Clover to submit alternate bids at 4.5 Stars."
PPO plan financial
"The 4.5 Star Rating applies to Contract H5141, Clover’s PPO plan, which covers over 97% of Clover’s members."
HMO plan financial
"Clover’s HMO plan’s (Contract H8010) 2026 Star Rating was not subject to this litigation"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What court decision did Clover Health (CLOV) disclose in this 8-K?
Clover Health disclosed that a federal court granted summary judgment in part for its subsidiary, Clover Insurance Company, setting aside the 2026 3.5 Star Rating for Contract H5141 and ordering CMS to recalculate the rating consistent with the court’s order.

How did Clover Health’s 2026 Star Rating change for Contract H5141?
CMS recalculated Clover Health’s 2026 Star Rating for Contract H5141 from 3.5 Stars to 4.5 Stars. This change follows a court order and applies to Clover’s PPO plan, which the company states covers over 97% of its members, impacting Payment Year 2027.

Which Clover Health (CLOV) members are affected by the new 4.5 Star Rating?
The new 4.5 Star Rating applies to Contract H5141, Clover Health’s PPO plan, which the company reports covers over 97% of its members. Because this contract represents the vast majority of membership, the recalculated rating significantly affects Clover’s overall Medicare Advantage business.

Does the Clover Health HMO plan’s Star Rating change in this filing?
No, Clover Health’s HMO plan under Contract H8010 is not affected. The filing states its 2026 Star Rating remains at 4.0 Stars, as previously reported, because that contract was not subject to the litigation described in this 8-K disclosure.

How does the Star Rating decision affect Clover Health’s Medicare bids?
CMS instructed Clover Health to submit alternate bids at the recalculated 4.5 Star level for Contract H5141. These bids will apply for Payment Year 2027 and are aligned with the higher Star Rating granted after the court-ordered recalculation of Clover’s PPO contract performance.

What role did CMS play in Clover Health’s Star Rating change?
Following the court’s order, CMS recalculated Clover’s 2026 Star Rating for Contract H5141 to 4.5 Stars and informed Clover of the result. CMS also directed Clover to submit alternate bids at that 4.5 Star Rating for Payment Year 2027 under its PPO contract.
FALSE0001801170CLOVER HEALTH INVESTMENTS, CORP. /DE00018011702026-06-092026-06-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 9, 2026

CLOVER HEALTH INVESTMENTS, CORP.

(Exact name of Registrant as Specified in Its Charter)

Delaware
001-3925298-1515192
(State or Other Jurisdiction
(Commission File Number)
(IRS Employer
of Incorporation)
Identification No.)
Address Not Applicable(1)
Address Not Applicable(1)
(Address of Principal Executive Offices)(Zip Code)
Not Applicable(1)
(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:

Trading
Title of each class
Symbol(s)
Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per shareCLOVThe NASDAQ Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
(1) We are a remote-first company. Accordingly, we do not maintain a headquarters. For purposes of compliance with applicable requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, stockholder communications required to be sent to our principal executive offices may be directed to the email address: secretary@cloverhealth.com, or to our agent for service of process at The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.




Item 8.01. Other Events.
On May 29, 2026, the United States District Court for the Southern District of Georgia entered final judgment in Clover Insurance Co. v. U.S. Department of Health and Human Services, 2:25-CV-142, granting summary judgment in part for Clover Insurance Company (“Clover”), a subsidiary of Clover Health Investments, Corp. At issue in the lawsuit was Clover’s 2026 Star Rating, which impacts Payment Year 2027. The Court set aside Clover’s 2026 3.5 Star Rating for Contract H5141 and ordered the Centers for Medicare & Medicaid Services (“CMS”) to recalculate Clover’s 2026 Star Rating in a manner consistent with the Order.
On June 9, 2026, CMS informed Clover that, consistent with the Court’s order, it has recalculated Clover's 2026 Star Rating as 4.5 Stars, and has instructed Clover to submit alternate bids at 4.5 Stars. The 4.5 Star Rating applies to Contract H5141, Clover’s PPO plan, which covers over 97% of Clover’s members. Clover’s HMO plan’s (Contract H8010) 2026 Star Rating was not subject to this litigation and its 2026 Star Rating remains at 4.0 Stars, as previously reported.



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Clover Health Investments, Corp.
Date:June 10, 2026By:/s/ Clay Thornton
Name:Clay Thornton
Title:Interim Chief Financial Officer (Principal Financial Officer)

Source: View Original Filing on SEC EDGAR

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